SEO Agreement - Convergence Collective (RealSleep.com)


This SEO Optimization agreement is between CONVERGENCE COLLECTIVE LLC., an individual (the “Client“) and WP ONLINE DESIGN LLC., a(n) New York Limited Liability Company (the “Developer“).

RECITALS

The Client is in the business of Digital Marketing.

The Developer is engaged in the business of developing, designing, and optimizing websites and the Client wishes to engage the Developer as an independent contractor for the Client for the purpose of optimizing the Technical SEO elements of the Client’s website RealSleep.com (the “Website“).

The Developer wishes to optimize the Website and agrees to do so under the terms and conditions of this agreement.

The parties therefore agree as follows:

 

1. ENGAGEMENT; SERVICES.

(a) Engagement. The Client retains the Developer to provide, and the Developer shall provide, the services described in Exhibit A (the “Services“).

(b) Services. Without limiting the scope of Services described in Exhibit A, the Developer shall:

(i) perform the Services set forth in Exhibit A. However, if a conflict exists between this agreement and any term in Exhibit A, the terms in this agreement will control;

(ii) devote as much productive time, energy, and ability to the performance of its duties under this agreement as may be necessary to provide the required Services in a timely and productive manner;

(iii) perform the Services in a safe, good, and workmanlike manner by fully trained, skilled, competent, and experienced personnel using at all times adequate equipment in good working order;

(iv) supply all tools, equipment, and supplies required to perform the Services, except if the Developer’s work must be performed on or with the Client’s equipment;

(v) ensure that all materials and equipment furnished to its personnel is of good and merchantable quality, unless otherwise agreed by the Client;

(vi) provide end products (deliverables) that are satisfactory and acceptable to the Client and free of defects;

(vii) remove, replace, or correct all or any portion of the work or end products found defective or unsuitable, without additional cost or risk to the Client; and

(viii) provide all Excel files and recommendations to the Client which are subject to the Client's approval and

(x) communicate with the Client about progress it has in performing the Services.

 

(c) Legal Compliance. The Developer shall perform the Services in accordance with standards prevailing in the Client’s industry, and in accordance with applicable laws, rules, or regulations. The Developer shall obtain all permits or permissions required to comply with those standards, laws, rules, or regulations.

(d) Client’s Obligations. The Client shall:

(i) make timely payments of amounts earned by the Developer under this agreement;

(ii) notify the Developer of any changes to its procedures affecting the Developer’s obligations under this agreement at least 10 days before implementing those changes;

(iii) provide initial information and supply all content to Developer that is needed to complete services outlined in Exhibit A;

(e) Client must acknowledge the following with respect to SEO services:

(i) The Developer has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. The Client’s website may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory.

(ii) Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, the Developer does not guarantee #1 positions or consistent top 10 positions for any particular keyword, phrase, or search term. 

(iii) Google has been known to hinder the rankings of new websites (or pages) until they have proven their viability to exist for more than “x” amount of time. This is referred to as the “Google Sandbox.” The Developer assumes no liability for ranking/traffic/indexing issues related to Google Sandbox penalties.

(iv) Linking to “bad neighborhoods” or getting backlinks from “link farms” can seriously damage all SEO efforts. The Developer does not assume liability for the Client’s choice to link to or obtain a link from any particular website without prior consultation.

(v) The Developer is not responsible for changes made to the website by other parties that adversely affect the search engine rankings of the Client’s website.

(vi) The Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to the Developer for inclusion on the website above are owned by the Client, or that the Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend the Developer from any liability or suit arising from the use of such elements.

(vii) The Developer is not responsible for the Client overwriting SEO work to the Client’s site. (e.g., Client/webmaster uploading over work already provided/optimized).

 

2. TERM AND TERMINATION.

(a) Term. This agreement will become effective as described in section 1. Unless it is terminated earlier in accordance with subsection 2(b), this agreement will continue until the Services have been satisfactorily completed and the Developer has been paid in full for those Services (the “Term“).

(b) Termination. This agreement may be terminated:

(i) by either party on provision of 10 days’ written notice to the other party, with or without cause;

(ii) by either party for a material breach of any provision of this agreement by the other party, if the other party’s material breach is not cured within 10 days of receipt of written notice of the breach; or

(iii) by the Client at any time and without prior notice, if the Developer fails or refuses to comply with the written policies or reasonable directives of the Client, or is guilty of serious misconduct in connection with performance under this agreement.

(c) Effect of Termination. After the termination of this agreement for any reason, the Client shall promptly pay the Developer for Services rendered before the effective date of the termination. No other compensation, of any nature or type, will be payable after the termination of this agreement. The Developer shall deliver all intellectual property developed before the Termination Date under this agreement to the Client within 30 days of the Termination Date.

3. COMPENSATION.

(a) Terms and Conditions. The Client shall pay the Developer in accordance with Exhibit A.

(b) No Other Compensation. The compensation set out above and in Exhibit A will be the Developer’s sole compensation under this agreement.

(c) Expenses. Any ordinary and necessary expenses incurred by the Developer or its staff in the performance of this agreement will be the Developer’s sole responsibility.

(d) Taxes. The Developer is solely responsible for the payment of all income, social security, employment-related, or other taxes incurred as a result of the performance of the Services by the Developer under this agreement, and for all obligations, reports, and timely notifications relating to those taxes. The Client has no obligation to pay or withhold any sums for those taxes.

(e) Other Benefits. The Developer has no claim against the Client under this agreement or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.

 

4. NATURE OF RELATIONSHIP

(a) Independent Contractor Status.

(i) The relationship of the parties under this agreement is one of independent contractors, and no joint venture, partnership, agency, employer-employee, or similar relationship is created in or by this agreement. Neither party may assume or create obligations on the other party’s behalf and neither party may take any action that creates the appearance of such authority.

(ii) The Developer has the sole right to control and direct the means, details, manner, and method by which the Services will be performed, and the right to perform the Services at any time, place, or location. The Developer or the Developer’s staff shall perform the Services, and the Client is not required to hire, supervise, or pay any assistants to help the Developer perform those Services. The Developer shall provide insurance coverage for itself and its staff.

 

5. CONFIDENTIAL INFORMATION.

(a) Confidentiality. During the Term, the Developer may have access to or receive certain information of or about the Client that the Client designates as confidential or that, under the circumstances surrounding disclosure, ought to be treated as confidential by the Developer (“Confidential Information). Confidential Information includes information relating to the Client or its current or proposed business, financial statements, budgets and projections, customer identifying information, potential and intended customers, employers, products, computer programs, specifications, manuals, software, analyses, strategies, marketing plans, business plans, and other confidential information, provided orally, in writing, by drawings, or by any other media. The Developer will treat the Confidential Information as confidential and will not disclose it to any third party or use it for any purpose but to fulfill its obligations in this agreement. In addition, the Developer shall use due care and diligence to prevent the unauthorized use or disclosure of such information.

(b) Exceptions. The obligations and restrictions in subsection (a) do not apply to that part of the Confidential Information:

(iii) was or becomes publicly available other than as a result of a disclosure by the Developer in violation of this agreement;

(iv) was or becomes available to the Developer on a nonconfidential basis before its disclosure to the Developer by the Client, but only if:

A. the source of such information is not bound by a confidentiality agreement with the Client or is not otherwise prohibited from transmitting the information to the Developer by a contractual, legal, fiduciary, or other obligation; and

B. the Developer provides the Client with written notice of its prior possession either (I) before the effective date of this agreement or (II) if the Developer later becomes aware (through disclosure to the Developer) of any aspect of the Confidential Information as to which the Developer had prior possession, promptly on the Developer so becoming aware;

(v) is requested or legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand, or similar processes), or is required by regulatory body, to be disclosed. However, the Developer shall:

A. provide the Client with prompt notice of these requests or requirements before making a disclosure so that the Client may seek an appropriate protective order or other appropriate remedy; and

B. provide reasonable assistance to the Client in obtaining any protective order.

If a protective order or other remedy is not obtained or the Client grants a waiver under this agreement, the Developer may furnish that portion (and only that portion) of the Confidential Information that, in the written opinion of counsel reasonably acceptable to the Client, the Developer is legally compelled or otherwise required to disclose. However, the Developer shall make reasonable efforts to obtain reliable assurance that confidential treatment will be accorded any part of the Confidential Information disclosed in this way; or

(vi) was developed by the Developer independently without breach of this agreement 

 

(c) Obligation to Maintain Confidentiality.

(vii) Confidentiality. At all times during its work with the Client, the Developer shall hold in strictest confidence, and not use, except for the benefit of the Client, or disclose to any person, firm, or corporation without the prior written authorization of the Client, any of the Client’s Confidential Information.

 

6. TIMING AND DELAYS.

The Developer shall inform the Client immediately of any anticipated delays in the delivery schedule and of any remedial actions being taken to ensure completion of the SEO optimizations according to schedule. If a delivery date is missed, the Client may, in its sole discretion, declare that delay a material breach of the agreement under subsection 2(b)(ii) and pursue all of its legal and equitable remedies. The Client may not declare a breach and the Developer cannot be held in breach of this section if the delay is caused by an action or failure of action of the Client. In that case, the Developer shall provide the Client with written notice of the delay and will not continue to work on the SEO optimizations until the reason for the delay has been resolved by the Client and the Client has provided written notice of the resolution to the Developer.

 

7. INTELLECTUAL PROPERTY.

(a) No Intellectual Property Infringement by Developer. The Developer represents that the use and proposed use of the Website by the Client or any third party does not and will not infringe, and the Developer has not received any notice, complaint, threat, or claim alleging infringement of, any trademark, copyright, patent, trade secrets, industrial design, or other rights of any third party in the Website, and the use of the Website will not include any activity that may constitute “passing off.” To the extent the Website infringes on the rights of any third party, the Developer shall obtain a license or consent from that third party permitting the use of the Website.

(b) No Intellectual Property Infringement by Client. The Client represents to the Developer that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the Developer for inclusion in the Website are owned by the Client, or that the Client has permission from the rightful Client to use each of these elements, and will indemnify the Developer and its subcontractors against any liability (including attorneys’ fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Client.

(c) Continuing Clientship of Existing Trademarks. The Developer recognizes the Client’s interest in all service marks, trademarks, and trade names used by the Client and agrees not to engage in any activities or commit any acts, directly or indirectly, that may contest, dispute, or otherwise impair the Client’s right, title, and interest therein, nor shall the Developer cause diminishment of value of those trademarks or trade names through any act or representation. The Developer may not apply for, acquire, or claim any interest in those service marks, trademarks, or trade names, or others that may be confusingly similar to any of them, through advertising or otherwise. Effective as of the termination of this agreement, the Developer will stop using all of the Client’s trademarks, marks, and trade names.

 

8. OTHER ACTIVITIES.

During the Term, the Developer may engage in other independent contracting activities, except that the Developer may not accept work, enter into contracts, or accept obligations inconsistent or incompatible with the Developer’s obligations or the scope of Services to be rendered for the Client under this agreement.

 

9. RETURN OF PROPERTY.

Within 30 days of the expiration or earlier termination of this agreement, the Developer shall return to the Client, retaining no copies or notes, all Client products, samples, models, property, and documents relating to the Client’s business including reports, abstracts, lists, correspondence, information, computer files, computer disks, and other materials and copies of those materials obtained by the Developer during and in connection with its work with the Client. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork or creative work, notebooks, and similar items relating to the Client’s business, whether prepared by the Developer or by others, remain the Client’s exclusive property.

 

10. INDEMNIFICATION.

(a) Of Client by Developer. At all times after the effective date of this agreement, the Developer shall indemnify the Client against all damages, liabilities, expenses, claims, or judgments (including interest, penalties, reasonable attorneys’ fees, accounting fees, and expert witness fees) (collectively, the “Claims“) that the Client may incur and that arise from:

(i) the Developer’s negligence or willful misconduct arising from the Developer’s carrying out of its obligations under this agreement;

(ii) the Developer’s breach of any of its obligations or representations under this agreement; or

(iii) the Developer’s breach of its express representation that it is an independent contractor and in compliance with all applicable laws related to work as an independent contractor. If a regulatory body or court of competent jurisdiction finds that the Developer is not an independent contractor or is not in compliance with applicable laws related to work as an independent contractor, based on the Developer’s own actions, the Developer will assume full responsibility and liability for all taxes, assessments, and penalties imposed against the Developer or the Client resulting from that contrary interpretation, including taxes, assessments, and penalties that would have been deducted from the Developer’s earnings if the Developer had been on the Client’s payroll and employed as a Client employee.

 

(b) Of Developer by Client. At all times after the effective date of this agreement, the Client shall indemnify the Developer against all Claims that the Developer may incur arising from:

(i) the Client’s operation of its business;

(ii) the Client’s breach or alleged breach of, or its failure or alleged failure to perform under, any agreement to which it is a party; or

(iii) the Client’s breach of any of its obligations or representations under this agreement. However, the Client is not obligated to indemnify the Developer if any of these Claims result from the Developer’s own actions or inactions.

 

12. FORCE MAJEURE.

A party will not be considered in breach or in default because of, and will not be liable to the other party for, any delay or failure to perform its obligations under this agreement by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that party’s reasonable control (each a “Force Majeure Event“). However, if a Force Majeure Event occurs, the affected party shall, as soon as practicable:

(a) notify the other party of the Force Majeure Event and its impact on performance under this agreement; and

(b) use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations under this agreement.

 

13. GOVERNING LAW.

(a) Choice of Law. The laws of the state of New York govern this agreement (without giving effect to its conflicts of law principles).

(b) Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts in Suffolk, New York.

 

14. AMENDMENTS.

No amendment to this agreement will be effective unless it is in writing and signed by a party.

 

15. ASSIGNMENT AND DELEGATION.

(a) No Assignment. Neither party may assign any of its rights under this agreement, except with the prior written consent of the other party. All voluntary assignments of rights are limited by this subsection.

(b) No Delegation. The Developer may not delegate any performance under this agreement, except with the prior written consent of the Client.

(c) Enforceability of an Assignment or Delegation. If a purported assignment or purported delegation is made in violation of this section, it is void.

 

16. COUNTERPARTS; ELECTRONIC SIGNATURES.

(a) Counterparts. The parties may execute this agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.

(b) Electronic Signatures. This agreement, agreements ancillary to this agreement, and related documents entered into in connection with this agreement are signed when a party’s signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.

 

17. SEVERABILITY.

If any one or more of the provisions contained in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this agreement to be unreasonable.

 

18. NOTICES.

(a) Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand, or other communication required or permitted by this agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email.

(b) Addresses. A party shall address notices under this section to a party at the following addresses:

If to the Client:

Convergence Collective
tim@convergence-collective.com

 

If to the Developer:

Rob Pavacic
rob@wponlinedesign.com

 

19. WAIVER.

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.

20. ENTIRE AGREEMENT.

This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties’ agreement about the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement’s effectiveness.

21. HEADINGS.

The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement’s construction or interpretation.

22. EFFECTIVENESS.

This agreement will become effective when all parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party’s signature) will be deemed the date of this agreement.

23. NECESSARY ACTS; FURTHER ASSURANCES.

Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement.

 

 

EXHIBIT A SPECIFICATION SHEET

(a) Required Elements. SEO will include the following sections and subsections:

      • SEO Recommendations: The one-time SEO project will include a comprehensive research, analysis and ideation across strategic aspects of search engine optimization with the goal of helping to increase traffic to RealSleep.com.

        • Strategic SEO Deliverables
          • Keyword research: identification of top non-brand keywords to prioritize for RealSleep.com
          • SEO content ideation/editorial calendar: detailed top non-brand article content ideas to create for the next 12 months on RealSleep.com
          • SEO competitive analysis: research detailing top competitors and their underlying performance relative to RealSleep.com in SEO 
          • SEO Best Practices: detailed guidance for new websites including guidance on e-commerce SEO and e-commerce SEO for Shopify
    •  

(b) Client Requirements. The Client shall provide the following items to the Developer:

      • access to all essential platforms for SEO (includes access to Google Analytics and Google Search Console for RealSleep.com)

(d) Timing & Delivery Dates. The Developer shall deliver the final SEO Assessment on or before April 15th, 2021.

(d) Fees. The Client agrees to pay a total amount of $7,000 for the services over the course of two payments. The first payment ($3500.00) will be due upon the Client signing the contract and receipt of the first invoice prior to March 15th, 2021. The 2nd payment ($3500.00) is due no later than April 5th, 2021. After completion of the 2nd payment, Developer will begin to provide SEO materials on or before April 15th, 2021.

Link to Invoice

If additional services are required, the Client shall pay the Developer its rate of $150 per hour for those services.

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Document name: SEO Agreement - Convergence Collective (RealSleep.com)
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February 22, 2021 12:25 pm EDTSEO Agreement - Convergence Collective (RealSleep.com) Uploaded by Rob Pavacic - rob@wponlinedesign.com IP 69.117.234.16